UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Master Purchase Agreement
On November 25, 2020, SunOpta Inc. (the "Company") and its subsidiaries, SunOpta Holdings LLC (the "US Subsidiary") and Coöperatie SunOpta U.A. (the "Dutch Subsidiary" and together with the Company and the US Subsidiary, "SunOpta") entered into a Master Purchase Agreement ("MPA") with Amsterdam Commodities N.V. (the "Purchaser") to sell to the Purchaser all of SunOpta's interests and rights in The Organic Corporation B.V. and Tradin Organics USA LLC for cash consideration of approximately €330 million (the "Transaction"). The MPA was entered into pursuant to that certain Signing Protocol dated November 10, 2020, by and among SunOpta and Purchaser, as described in the Form 8-K filed by the Company on November 12, 2020 (the "Prior Disclosure").
The Organic Corporation B.V. and Tradin Organics USA LLC collectively comprised SunOpta's global ingredients segment.
As described in the Prior Disclosure, the MPA contains customary warranties of SunOpta and the Purchaser. SunOpta has agreed to provide certain specific indemnities to the Purchaser for liabilities not covered by a representation and warranties policy to be obtained by Purchaser in connection with the Transaction. In addition, the MPA contains certain restrictive covenants, which will restrict SunOpta's ability to source and supply food ingredients or source, process or bottle certain juice products, except as currently conducted outside SunOpta's global ingredients segment.
SunOpta intends to provide certain transitional services to the Purchaser for a limited period of time following the consummation of the Transaction.
The foregoing description of the MPA and Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the MPA. The MPA is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The MPA has been filed to provide information regarding its terms. The MPA is not intended to modify or supplement any factual disclosures about the Company or the Company's global ingredients segment in any public reports filed or to be filed with the U.S. Securities and Exchange Commission (the "SEC") by the Company. In particular, the assertions embodied in the representations, warranties, and covenants contained in the MPA will be made only for purposes of the MPA and as of specified dates, will be solely for the benefit of the parties to the MPA, and will be subject to limitations agreed upon by the parties to the MPA. Moreover, certain representations and warranties in the MPA are intended for the purposes of allocating risk between the parties to the MPA instead of establishing matters of fact. Accordingly, the representations and warranties in the MPA may not constitute the actual state of facts about SunOpta, its global ingredients business or the Purchaser. The representations and warranties set forth in the MPA may also be subject to a contractual standard of materiality different from that generally applicable under federal securities laws. Investors should not rely on the representations, warranties, or covenants or any descriptions thereof as characterizations of the actual state of facts or the actual condition of the Company or the global ingredients business or any of the Company's subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of this report, which subsequent information may or may not be fully reflected in the Company's public disclosures.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description |
| 2.1 | Master Purchase Agreement, dated November 25, 2020, by and among Coöperatie SunOpta U.A., SunOpta Inc., SunOpta Holdings, LLC, and Amsterdam Commodities N.V. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNOPTA INC. | |||
| By | /s/ Scott Huckins | ||
| Scott Huckins | |||
| Chief Financial Officer | |||
| Date | November 30, 2020 | ||